0001354488-14-001171 Sample Contracts

SOFTWARE LICENSE AND SERVICES AGREEMENT
Software License and Services Agreement • March 14th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York

This Software License and Services Agreement (the “Agreement”) is entered into as of March 10, 2014 (the “Effective Date”) by and between Viggle Inc. (F/K/A Function(x) Inc.), with its principal place of business at 902 Broadway, 11th Floor, New York, NY 10010 (“Viggle”), and SFX Entertainment, Inc., with its principal place of business at 430 Park Avenue, 6th Floor, New York, NY 10022 (“SFX”).

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FOURTH AMENDMENT TO TERM LOAN AGREEMENT
Term Loan Agreement • March 14th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York

FOURTH AMENDMENT TO TERM LOAN AGREEMENT (this “Amendment”), dated as of March 11, 2014, by and between VIGGLE INC., a Delaware corporation (“Borrower”), and DEUTSCHE BANK TRUST COMPANY AMERICAS, and its successors and assigns (“Lender”).

PLEDGE AND SECURITY AGREEMENT
Pledge and Security Agreement • March 14th, 2014 • Viggle Inc. • Services-computer programming, data processing, etc. • New York

PLEDGE AND SECURITY AGREEMENT, dated as of March 11, 2014 (as amended, supplemented, modified, renewed, extended, restated or amended and restated from time to time, this “Security Agreement”), made by VIGGLE INC., a Delaware corporation (the “Pledgor”), in favor of DEUTSCHE BANK TRUST COMPANY AMERICAS (the “Secured Party”). Capitalized terms used herein that are not otherwise defined herein shall have the same meaning as set forth in the Loan Agreement (as hereinafter defined).

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